<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Quarterly Report under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarter Ended: September 30, 2000
Commission File Number: 1-9764
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
-------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 11-2534306
----------------------------- ---------------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
1101 PENNSYLVANIA AVENUE, NW WASHINGTON, D.C. 20004
--------------------------------------------------------------
(Address of principal executive offices) (Zip code)
(202) 393-1101
------------------------------------------------------------
(Registrant's telephone number, including area code)
NOT APPLICABLE
------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
YES X NO
------- -------
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
32,158,024 shares of Common Stock, $.01 par value, at October 31, 2000.
<PAGE>
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
AND SUBSIDIARIES
INDEX
PART I. FINANCIAL INFORMATION PAGE NO.
Item 1. Financial Statements
Condensed Consolidated Balance Sheets -
September 30, 2000 and June 30, 2000 3
Condensed Consolidated Statements of Operations -
Three months ended September 30, 2000 and 1999 4
Condensed Consolidated Statements of Cash Flows -
Three months ended September 30, 2000 and 1999 5
Notes to Condensed Consolidated Financial Statements 6-11
Item 2. Management's Discussion and Analysis of the
Results of Operations and Financial Condition 12-14
PART II. OTHER INFORMATION 15-17
SIGNATURES 18
2
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2000 AND JUNE 30, 2000
(000s omitted except per share amounts)
<TABLE>
<CAPTION>
09/30/00 06/30/00
----------- -----------
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 4,741 4,365
Receivables (less allowance for doubtful
accounts of $10,875 at September 30,
2000 and $11,760 at June 30, 2000) 309,858 306,596
Inventories 316,136 298,273
Other current assets 63,256 61,792
----------- -----------
Total current assets 693,991 671,026
----------- -----------
Property, plant and equipment, net 245,016 251,737
Excess of cost over fair value of assets
acquired, net 157,836 166,647
Other assets 46,389 48,095
----------- -----------
Total assets $ 1,143,232 1,137,505
----------- -----------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Short-term borrowings $ 15,089 14,969
Current portion of long-term debt 5,670 7,537
Accounts payable 143,000 161,333
Accrued liabilities 164,397 177,542
----------- -----------
Total current liabilities 328,156 361,381
----------- -----------
Borrowings under revolving credit
facility 118,237 11,835
Senior long-term debt 240,369 242,983
Other non-current liabilities 32,956 33,918
Minority interest 997 1,055
Shareholders' equity
Common stock, $.01 par value 376 188
Additional paid-in capital 293,965 292,897
Accumulated other comprehensive
income (loss) (77,825) (59,131)
Retained earnings 328,811 322,383
Less common stock held in treasury (122,810) (70,004)
----------- -----------
Total shareholders' equity 422,517 486,333
----------- -----------
Total liabilities and shareholders' equity $ 1,143,232 1,137,505
----------- -----------
</TABLE>
See accompanying Notes to Condensed Consolidated Financial Statements.
3
<PAGE>
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(000s omitted except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended
September 30,
2000 1999
-------------- --------------
<S> <C> <C>
Net sales $ 394,976 356,773
Cost of sales 285,266 260,530
-------------- --------------
Gross profit 109,710 96,243
Selling, general and
administrative expenses 93,567 83,926
-------------- --------------
Operating income 16,143 12,317
Other expense
Interest expense 5,730 4,630
Miscellaneous, net 203 594
-------------- --------------
Income before income taxes 10,210 7,093
Income tax expense 2,965 2,199
-------------- --------------
Net income $ 7,245 4,894
-------------- --------------
Basic earnings per share $ 0.22 0.14
-------------- --------------
Diluted earnings per share $ 0.21 0.14
-------------- --------------
Weighted average shares
outstanding - basic 33,016 34,958
-------------- --------------
Weighted average shares
outstanding - diluted 34,462 35,396
-------------- --------------
</TABLE>
See accompanying Notes to Condensed Consolidated Financial Statements.
4
<PAGE>
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
($000s omitted)
<TABLE>
<CAPTION>
2000 1999
------------- -------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 7,245 4,894
Adjustments to reconcile net income to net cash
used in operating activities:
Depreciation 15,319 12,791
Amortization of intangible assets 3,106 1,546
Changes in assets and liabilities:
(Increase) decrease in:
Receivables (12,279) 4,732
Inventories (28,726) (10,574)
Other current assets (2,856) 2,624
(Decrease) increase in:
Accounts payable (13,630) (11,486)
Accrued liabilities (5,838) (8,927)
Other operating activities (102) 326
-------------- -------------
Net cash used in operating activities $ (37,761) (4,074)
-------------- -------------
Cash flows from investing activities:
Proceeds from disposition of assets $ --- 7,406
Capital expenditures (16,989) (6,552)
Other items, net (1,135) (940)
-------------- -------------
Net cash used in investing activities $ (18,124) (86)
-------------- -------------
Cash flows from financing activities:
Borrowings on (repayments of) lines of credit $ 688 (7,725)
Proceeds from issuance of long-term debt 108,566 43,022
Repurchase of common stock (52,806) (21,890)
Dividends paid to shareholders (817) (873)
Proceeds from exercise of stock options 1,256 145
-------------- -------------
Net cash provided by financing activities $ 56,887 12,679
-------------- -------------
Exchange effect on cash $ (626) 247
-------------- -------------
Net increase in cash and cash equivalents 376 8,766
Cash and cash equivalents
at beginning of period 4,365 2,963
-------------- -------------
Cash and cash equivalents at end of period $ 4,741 11,729
-------------- -------------
Supplemental disclosures of cash flow information:
Interest paid $ 6,851 7,637
Income taxes paid $ 7,130 2,401
</TABLE>
See accompanying Notes to Condensed Consolidated Financial Statements.
5
<PAGE>
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
NOTE A - BASIS OF PRESENTATION
The Company's Condensed Consolidated Financial Statements as of
September 30, 2000, and for the three months ended September 30,
2000 and 1999, have not been audited by the Company's independent
auditors; however, in the opinion of management, the accompanying
unaudited Condensed Consolidated Financial Statements contain all
adjustments (consisting of only normal recurring accruals) necessary
to present fairly the consolidated financial position of the Company and
subsidiaries as of September 30, 2000 and the results of their operations
and their cash flows for the periods presented.
Where necessary, prior years' information has been reclassified to
conform to the current year consolidated financial statement
presentation.
These financial statements should be read in conjunction with the
consolidated financial statements and related notes thereto included
in the Company's Annual Report on Form 10-K for the year ended
June 30, 2000.
The results of operations for the three months ended September 30,
2000, are not necessarily indicative of the results to be expected for
the full year.
NOTE B - COMPREHENSIVE INCOME
Comprehensive income and its components for the three months
ended September 30, 2000 and 1999 are presented below.
<TABLE>
<CAPTION>
Three Months Ended
September 30,
(Dollars in thousands) 2000 1999
------------ ------------
<S> <C> <C>
Net income (loss) $ 7,245 4,894
Other comprehensive income:
Foreign currency
translation adjustments (20,773) 7,851
Change in fair value of foreign
currency cash flow hedges 2,079 --
------------ ------------
Total comprehensive income (loss) $ (11,449) 12,745
------------ ------------
</TABLE>
6
<PAGE>
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
NOTE B - COMPREHENSIVE INCOME (continued)
The components of accumulated other comprehensive income
as of September 30, 2000 and June 30, 2000 and the activity for
the three months ended September 30, 2000 are presented below.
<TABLE>
<CAPTION>
Cumulative Accumulated Accumulated Other
Translation Derivative Comprehensive
Adjustment Gain/(Loss) income(loss)
------------- ------------ ---------------
<S> <C> <C> <C>
June 30, 2000 $ (59,131) $ -- $ (59,131)
Foreign currency
translation
adjustments (20,773) -- (20,773)
Change in fair
value of foreign
currency cash
flow hedges -- 2,079 2,079
------------ ------------ --------------
September 30, 2000 $ (79,904) $ 2,079 $ (77,825)
------------ ------------ --------------
</TABLE>
NOTE C - EARNINGS PER SHARE INFORMATION
<TABLE>
<CAPTION>
Three Months Ended September 30,
2000 1999
-------------------- --------------------
(000's omitted
except per share amounts) Basic Diluted Basic Diluted
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Net income $ 7,245 7,245 4,894 4,894
--------- --------- --------- ---------
Weighted average shares
outstanding 33,016 33,016 34,958 34,958
Employee stock options -- 1,446 -- 438
--------- --------- --------- ---------
Total weighted average
shares outstanding 33,016 34,462 34,958 35,396
--------- --------- --------- ---------
Earnings per share $ 0.22 0.21 0.14 0.14
--------- --------- --------- ---------
</TABLE>
7
<PAGE>
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
NOTE D - SEGMENTATION
The Company is engaged in the design, manufacture and marketing
of high fidelity audio products. Our businesses are organized based
on the end-user markets served - consumer and professional.
The Consumer Systems Group manufactures loudspeakers and
electronics for high fidelity audio and video reproduction in the home,
with computers and in vehicles. Home applications include two channel
audio, multi-channel audio/video and personal computer audio.
Vehicle applications include audio, video, navigation, telematics,
multi-media and wireless internet. Consumer products are marketed
under brand names including JBL, Harman Kardon, Infinity, Becker,
Revel, Lexicon, Mark Levinson and Proceed.
The Professional Group manufactures loudspeakers and electronics
used by audio professionals in concert halls, cinemas, recording studios,
broadcasting operations and live music events. Professional products
are marketed worldwide under brand names including JBL, AKG,
Soundcraft, Studer, DOD, Crown, Digitech and dbx.
The following table reports external sales and operating income by
segment:
<TABLE>
<CAPTION>
Three Months Ended
September 30,
($000s omitted) 2000 1999
----------- ------------
<S> <C> <C>
Net sales:
Consumer Systems Group $ 285,359 260,885
Professional Group 109,617 95,888
Other -- --
----------- ------------
Total $ 394,976 356,773
----------- ------------
Operating income:
Consumer Systems Group $ 21,250 12,133
Professional Group 6,675 2,544
Other (11,782) (2,360)
----------- ------------
Total $ 16,143 12,317
----------- ------------
</TABLE>
Other operating income (loss) is primarily comprised of corporate
expenses net of subsidiary allocations.
8
<PAGE>
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
NOTE E - INVENTORIES
Inventories consist of the following:
<TABLE>
<CAPTION>
September 30, June 30,
($000's omitted) 2000 2000
-------------- --------------
<S> <C> <C>
Finished goods and inventory
purchased for resale $ 141,586 134,038
Work in process 43,746 40,815
Raw materials and supplies 130,804 123,420
-------------- --------------
Total inventories $ 316,136 298,273
-------------- --------------
</TABLE>
NOTE F - DERIVATIVES
The Company uses foreign currency forward contracts to
hedge a portion of its forecasted transactions. These forward
contracts are designated as foreign currency cash flow hedges
and recorded at fair value in the statement of financial position.
The recorded fair value is balanced by an entry to other
comprehensive income (loss) in the statement of financial
position until the underlying forecasted foreign currency
transaction occurs. When the transaction occurs, the gain
or loss from the derivative designated as a hedge of the transaction
is reclassified from accumulated other comprehensive income (loss)
to the same income statement line item in which the foreign
currency gain or loss on the underlying hedged transaction is
recorded. If the underlying forecasted transaction does not occur,
the amount recorded in accumulated other comprehensive income (loss)
is reclassified to the miscellaneous, net line of the income
statement in the then-current period.
Because the amounts and the maturities of the derivatives approximate
those of the forecasted exposures, changes in the fair value of the
derivatives are highly effective in offsetting changes in the cash flows
of the hedged items. Any ineffective portion of the derivatives is
recognized in current earnings. The ineffective portion of the
derivatives, which was immaterial for all periods presented, primarily
results from discounts or premiums on forward contracts.
9
<PAGE>
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
NOTE F - DERIVATIVES (continued)
As of September 30, 2000, the Company had contracts maturing
through June 2001 to purchase and sell the equivalent of
approximately $34 million of various currencies to hedge
future foreign currency purchases and sales. The Company
recorded approximately $0.2 million in net losses from cash
flow hedges related to forecasted foreign currency transactions
in the three months ended September 30, 2000. These losses
were offset by equivalent gains on the underlying hedged items.
The amount as of September 30, 2000, that will be reclassified
from accumulated other comprehensive income (loss) to earnings
within the next twelve months that is associated with these
hedges is a loss of approximately $1.2 million.
The Company has also purchased forward contracts to hedge
future cash flows due from foreign consolidated subsidiaries
under operating lease agreements. As of September 30, 2000,
the Company had such contracts in place to purchase and sell
the equivalent of approximately $36 million of various currencies
to hedge quarterly lease commitments through September 2004.
The amount as of September 30, 2000 that will be reclassified
from accumulated other comprehensive income (loss) to earnings
within the next twelve months that is associated with these hedges
is a gain of $0.8 million.
NOTE G - STOCK SPLIT
On August 16, 2000, the Company announced that its Board of
Directors had approved a two-for-one split of its common stock
in the form of a 100% stock dividend with a record date of August
28, 2000, and a distribution date of September 19, 2000. Share
and per share amounts have been restated to reflect the stock
split for all periods presented.
NOTE H - LEGAL PROCEEDINGS
The Company is a defendant in a lawsuit entitled Bose Corporation v.
JBL, Inc., and Infinity Systems, Inc., United States District Court,
District of Massachusetts. In this case, Bose sued JBL and Infinity
for infringement of a U.S. patent owned by Bose relating to the use
of elliptical ports in loudspeaker cabinets.
10
<PAGE>
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
NOTE H - LEGAL PROCEEDINGS (continued)
On September 1, 2000, the trial court issued a judgment in favor of
Bose in the amount of $5.7 million. In addition, the court initially
issued a permanent injunction prohibiting JBL and Infinity from the
manufacture and sale of loudspeakers in the United States utilizing
elliptical ports. On September 27, 2000 the trial court modified
its permanent injunction to allow JBL and Infinity to sell from its
current inventory in the United States loudspeakers covered by
the initial ruling through November 26, 2000. The ruling requires
the Company to account for such sales at a later date. As a result
of this modified order, the Company believes the ultimate judgement
by the trial court will increase from $5.7 million to approximately
$7.0 million plus interest. Management believes the trial court
erred in its ruling and is appealing the decision. Regardless of
the outcome of this proceeding, management believes that this
action will not have a material adverse effect on the Company's
business, results of operations or financial condition.
11
<PAGE>
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
RESULTS OF OPERATIONS
---------------------
COMPARISON OF THE THREE MONTH PERIODS ENDED
SEPTEMBER 30, 2000 AND 1999
Net sales for the first quarter ended September 30, 2000 increased
11 percent to $395.0 million. Sales in the first quarter last year
totaled $356.8 million. Exclusive of currency effects, sales rose
18 percent in the quarter.
The Consumer Systems Group reported sales of $285.4 million
for the quarter, an increase of 9 percent over the same period
last year and an 18 percent increase excluding currency effects.
Operating income increased 75 percent to $21.3 million. Sales
of consumer audio products were slightly higher than last year's,
and sales to personal computer manufacturers increased 9 percent.
Sales to the automakers increased 13 percent over the prior year
and 24 percent excluding currency effects. In North America and
Asia, the introduction of new Mark Levinson digital audio systems
for the Lexus LS430, LX470, GS300/400 and SC300 models
contributed to the growth. Audio system shipments to Toyota
and Mitsubishi also increased substantially. In Europe, Becker
reported strong sales to the Mercedes Benz division of DaimlerChrysler
and robust sales of navigation systems in the aftermarket.
The Professional Group reported sales of $109.6 million for the
quarter, a 14 percent increase over the prior year and a 20 percent
increase excluding currency effects. Operating income more than
doubled to $6.7 million. Crown, a professional amplifier
manufacturer acquired in March 2000, contributed to the growth,
offset by the June 2000 divestiture of Orban. AKG reported solid
sales growth due to a new contract with General Motors for supply
of hands-free microphones used in the OnStar system. JBL sales
reflected softness in the United States cinema market, offset by
strong cinema sales in Asia and Europe.
The gross profit margin for the quarter ended September 30, 2000
was 27.8 percent ($109.7 million) compared to 27.0 percent
($96.2 million) in the same period last year. Gross margins
increased due to changes in sales mix, higher sales and improved
factory leverage.
12
<PAGE>
Selling, general and administrative costs were 23.7 percent of sales
($93.6 million) for the three months ended September 30, 2000,
compared to 23.5 percent ($83.9 million) for the same period last
year. Selling, general and administrative expenses increased due
to non-cash charges totaling $5.5 million for the vesting of executive
performance stock options.
Operating income as a percentage of sales was 4.1 percent
($16.1 million) for the quarter ended September 30, 2000,
compared to 3.5 percent ($12.3 million) for the same period
in the prior year. Operating income increased due to sales growth
and higher gross margins.
Interest expense for the three months ended September 30, 2000
was $5.7 million compared to $4.6 million in the same quarter last
year. Interest expense increased due to higher interest rates.
The weighted average interest rate on borrowings for the quarter
ended September 30, 2000 increased to 6.7 percent, compared to
5.5 percent in the same period last year. Rates increased due to
market conditions and a larger percentage of borrowings in U.S.
dollars. Average borrowings outstanding of $342.7 million for the
first quarter of fiscal 2001 approximated last year's average for the
same period of $338.2 million.
Income before income taxes for the first quarter was $10.2 million,
compared to $7.1 million in the same period last year.
The effective tax rate for the first quarter of fiscal 2001 was 29.0
percent, compared to 31.0 percent for the same period a year ago.
The effective tax rates were below the U.S. statutory rate due to
utilization of tax credits, realization of certain tax benefits for United
States exports and the utilization of tax loss carryforwards at certain
foreign subsidiaries. The Company calculates its effective tax rate
based upon its current estimate of annual results.
Net income for the three months ended September 30, 2000 was
$7.2 million, compared to income of $4.9 million reported for the
same period last year.
Basic earnings per share for the three months ended September
30, 2000 were $0.22, and diluted earnings per share were $0.21.
In the same period last year, basic and diluted earnings per share
were $0.14.
13
<PAGE>
FINANCIAL CONDITION
-------------------
Net working capital at September 30, 2000 was $365.8 million,
compared with $309.6 million at June 30, 2000 and $407.0
million at September 30, 1999. Working capital increased
compared to June 30, 2000 due to higher inventory balances
driven by seasonality of sales and lower accounts payable,
primarily reflecting the timing of payments to vendors.
The Company continued its common stock repurchase program.
For the three months ended September 30, 2000, the Company
acquired and placed in treasury 1,825,400 shares of its common
stock at a total cost of $52.8 million.
Borrowings under the revolving credit facility at September
30, 2000 were $122.6 million, comprised of swing line borrowings
of $4.4 million, which were included in short term borrowings,
and competitive advance borrowings and revolving credit
borrowings of $118.2 million. Borrowings under the revolving
credit facility at June 30, 2000 were $15.0 million, comprised of
swing line borrowings of $3.2 million and competitive advance
borrowings and revolving credit borrowings of $11.8 million.
Borrowings under the revolving credit facility increased due to
higher working capital levels, common stock repurchases and
capital expenditures.
Except for historical information contained herein, the matters
discussed are forward-looking statements which involve risks
and uncertainties that could cause actual results to differ
materially from those suggested in the forward-looking
statements, including, but not limited to, the effect of
economic conditions, product demand, currency exchange rates,
labor disputes, availability of key components, competitive
products and other risks detailed in the Company's other
Securities and Exchange Commission filings.
14
<PAGE>
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED AND SUBSIDIARIES
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company is a defendant in a lawsuit entitled Bose Corporation
v. JBL, Inc., and Infinity Systems, Inc., United States District Court,
District of Massachusetts. In this case, Bose sued JBL and Infinity
for infringement of a U.S. patent owned by Bose relating to the
use of elliptical ports in loudspeaker cabinets. On September 1,
2000, the trial court issued a judgment in favor of Bose in the
amount of $5.7 million. In addition, the court initially issued a
permanent injunction prohibiting JBL and Infinity from the
manufacture and sale of loudspeakers in the United States utilizing
elliptical ports. On September 27, 2000 the trial court modified
its permanent injunction to allow JBL and Infinity to sell from its
current inventory in the United States loudspeakers covered by
the initial ruling through November 26, 2000. The ruling requires
the Company to account for such sales at a later date. As a result
of this modified order, the Company believes the ultimate judgement
by the trial court will increase from $5.7 million to approximately
$7.0 million plus interest. Management believes the trial court
erred in its ruling and is appealing the decision. Regardless of
the outcome of this proceeding, management believes that this
action will not have a material adverse effect on the Company's
business, results of operations or financial condition.
There are various other legal claims pending against the Company,
but in the opinion of management, liabilities, if any, arising from
such claims will not have a material adverse effect on the Company's
business, results of operations or financial condition.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
(a) The date of the Annual Meeting of Stockholders was
November 9, 2000.
15
<PAGE>
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED AND SUBSIDIARIES
PART II - OTHER INFORMATION (continued)
Item 4. Submission of Matters to a Vote of Security Holders (cont.)
(b) Gregory P. Stapleton was re-elected as a director of
the Company with 12,358,420 affirmative votes and
2,389,178 votes withholding authority. Mr. Stapleton will
serve a three-year term expiring at the 2003 Annual
Meeting of Stockholders.
(c) Mr. Edward H. Meyer was re-elected as a director
of the Company with 12,357,737 affirmative votes and
2,389,861 votes withholding authority. Mr. Meyer will
serve a three-year term expiring at the 2003 Annual
Meeting of Stockholders.
(d) Mr. Stanley A. Weiss was re-elected as a director
of the Company with 9,741,945 affirmative votes and
5,005,653 votes withholding authority. Mr. Weiss will
serve a three-year term expiring at the 2003 Annual
Meeting of Stockholders.
(e) The proposal to amend the Company's Restated and
Amended Certificate of Incorporation to increase the
number of authorized shares of the Company's
Common Stock was approved with 14,185,588 affirmative
votes, 463,197 negative votes and 98,813 votes
withholding authority.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits required by Item 601 of Regulation S-K
None.
(b) Reports on Form 8-K
Form 8-K, dated August 16, 2000, filed on
August 18, 2000, containing the following items:
Item 5. Announcement of two-for-one stock split
to be effected in the form of a stock dividend.
16
<PAGE>
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED AND SUBSIDIARIES
PART II - OTHER INFORMATION (continued)
Item 6. Exhibits and Reports on Form 8-K (cont.)
(b) Reports on Form 8-K (cont.)
Form 8-K, dated August 16, 2000, filed on
August 18, 2000, containing the following items:
Item 5. June 2000 earnings release and
additional financial information.
17
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
(Registrant)
DATE: November 14,2000 BY: /s/ Bernard A.Girod
---------------------
Bernard A. Girod
Vice Chairman and Chief
Executive Officer
DATE: November 14,2000 BY: /s/ Frank Meredith
---------------------
Frank Meredith
Executive Vice President
and Chief Financial Officer
18
